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Section 1: 8-K (8-K)















Date of Report (Date of Earliest Event Reported): February 27, 2018



Randolph Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)




Massachusetts   001-37780   81-1844402

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification Number

10 Cabot Place,

Stoughton, Massachusetts 02072

(Address of principal executive offices)

(781) 963-2100

(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers


(b) On February 27, 2018, Richard “Dick” Phillips, owner and operator of the Town Spa Family Restaurant, informed his fellow board members that he will retire from the boards of Randolph Bancorp, Inc. and Randolph Savings Bank effective at Randolph Bancorp, Inc.’s Annual Meeting of Shareholders scheduled for May 21, 2018. There are no disagreements between Randolph Bancorp, Inc. and Mr. Phillips on any matter related to Randolph Bancorp, Inc.’s operations, policies or practices.

Mr. Phillips became a Corporator of Randolph Savings Bank in 1993 and was appointed to the Board of Directors of Randolph Savings Bank in 2007.

Chairman Louis J. Trubiano stated that “the bank was fortunate to have benefited from Dick’s general business expertise and incredible reputation in the Town of Stoughton since 1993. He will be missed.”


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.


Randolph Bancorp, Inc.
By:   /s/ Michael K. Devlin
  Michael K. Devlin
  Executive Vice President and Chief Financial Officer

Date: February 27, 2018

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